This AlphaTesting Agreement (this “Agreement”) constitutes a legal agreement between you (“You,” “Your” or “Tester”) and Mailpass Pte. Ltd., with its principal offices located at 32 Pekin Street #05-01, Singapore, 048762 (“Mailpass”) and states the terms and conditions that govern Your participation in Mailpass’s products and/or services offered on a preliminary, evaluation or “beta” testing basis. By using or participating in any such products and/or services, You agree to abide by the terms of this Agreement.
Scope of Agreement
Tester is being granted rights under this Agreement for the purpose of testing and providing input and other Feedback to Mailpass regarding one or more of Mailpass’s proprietary, non-commercially available products and/or services on a temporary basis (individually and collectively, the “Beta Products”). This Agreement covers all Beta Products made available to Tester by Mailpass, including, without limitation, any Beta Products specifically identified by Mailpass as being in a preliminary, evaluation, “beta” or any similar state of development. Mailpass retains sole and absolute discretion over the Beta Products and may modify them at any time. Tester’s use of and access to such Beta Products are subject to the terms of this Agreement.
Limited Use Rights
For the Term of this Agreement, Mailpass hereby grants Tester a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to allow Tester’s designated participants to use the Beta Products to test their functionality and provide Feedback to Mailpass. Mailpass hosts and retains control over the Beta Products and only makes them available for access and use by Tester over the Internet through a Web-browser. This license does not permit Tester or its designated participants to use the Beta Products in any session intended primarily to provide general business training to other Tester associates, nor to any audiences outside of Tester or for any other commercial purpose. Mailpass reserves the right to, in its sole discretion, (i) revoke access and use of the Beta Products any time, (ii) monitor or measure Tester’s use of the Beta Products, (iii) validate certain features or functionality of the Beta Products, and/or (iv) provide services or support necessary to maintain the Beta Products. Tester and/or its designated participants shall not and shall not attempt to directly or indirectly, (i) copy, modify, translate, or create derivative works of the Beta Products, (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of any part of the Beta Products, (iii) lend, lease, offer for sale, sell or otherwise use any part of the Beta Products for the benefit of any other third parties, or (iv) attempt to circumvent any license, timing or use restrictions that are built into any part of the Beta Products.
Feedback
Tester agrees to provide feedback, analysis, suggestions, enhancement requests, comments and recommendations to Mailpass regarding the Beta Products upon Mailpass’s request (the “Feedback”). Feedback shall include informing Mailpass about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Beta Products. Mailpass may contact Tester and Tester agrees to make available a reasonable amount of time to discuss the Beta Products with Mailpass if so requested. As between Mailpass and Tester, all right, title and interest in and to any such Feedback shall be owned solely and exclusively by Mailpass. Tester agrees that Mailpass shall have the perpetual, irrevocable and worldwide right to use, modify, license, sublicense and otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation or credit to Tester.
Intellectual Property
The parties acknowledge that this Agreement does not transfer any right, title or interest in any intellectual property right to the other. Mailpass maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights contained in and to (i) the Beta Products, (ii) its online educational platform and (iii) all original works of authorship, inventions, processes, concepts, documents, work product and other materials or other proprietary information made accessible or delivered to Tester or to any participant under this Agreement or prepared by or on behalf of Mailpass in the course of providing the Beta Products (collectively, “Intellectual Property Rights”). The limited rights granted to Tester to access and use the Beta Products under this Agreement do not convey any additional rights in the Beta Products or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the Beta Products as expressly provided herein, all rights, title and interest in and to the Beta Products and all Intellectual Property Rights will remain with and belong exclusively to Mailpass.
Term and Termination
This Agreement shall commence upon Tester’s use of or participation in the Beta Products and shall continue until terminated in accordance with this Agreement (the “Term”). Either party may terminate this Agreement at any time, for any or no reason, provided, however, Tester must provide written notice to Mailpass of its election to terminate this Agreement (email is permissible). Mailpass is not required to provide Tester notice of its election to terminate its provision of the Beta Products and/or this Agreement. Upon termination of this Agreement, Mailpass may deny Tester and its designated participants access to the Beta Products and withhold, remove or discard any content, data, or other information that Tester or its designated participants have posted, uploaded or otherwise shared while using the Beta Products. Termination of this Agreement by either party shall not in any way limit Mailpass’s rights related to any Feedback provided before or after such termination.
Protection
Tester shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by Mailpass in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Tester containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its affiliates and their legal counsel, accountants or auditors without the other party’s prior written consent.
Data Privacy
Mailpass receives pre-processed emails via Sendgrid, a company that is part of the Twilio group. Their privacy policy can be viewed here. Data is currently processed in the following jurisdictions: United States, Singapore. More jurisdictions may be added in the future and notifications will be sent to all users of any changes before these are made. Mailpass may use from time to time analytics platforms such as (but not limited to) FullStory, Beam Analytics.
Cookie Policy
Mailpass currently utilizes functional cookies which are necessary for the platform to function correctly. These are cleared every time that you log out of your account. If you do not wish to have any Mailpass-only, non-tracking cookies stored, unfortunately Mailpass is not a suitable solution for you to use at the moment.
Compliance with Laws and Representations and Warranties
Each party represents and warrants to the other party that it shall perform its obligations hereunder in compliance with all applicable laws, including export control laws of the Singapore which are applicable to the provision and use of the Beta Products.
Disclaimer of Warranties
THE BETA PRODUCTS ARE PROVIDED “AS IS”. Mailpass MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE BETA PRODUCTS INCLUDING ANY REPRESENTATION THAT THE SERVICES THEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, Mailpass DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE BETA PRODUCTS. FOR THE AVOIDANCE OF DOUBT, ALL BETA PRODUCTS ARE PRELEASE, ARE EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OR SERVICES OFFERING. BETA PRODUCTS MAY NOT OPERATE ACCURATELY, AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USE OF THE BETA PRODUCTS IS ENTIRELY AT TESTER’S OWN RISK. IN NO EVENT SHALL MAILPASS BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA PRODUCT(S), EVEN IF TESTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TESTER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY BETA PRODUCT. Indemnity and Limitation of Liability. Tester agrees to indemnify and hold Mailpass, its officers, directors and employees harmless from any losses (including attorneys’ fees) that result from any third-party claims related to Tester’s or its designated participants access, use or misuse of the Beta Products or Intellectual Property Rights, or any act or omission by Tester or its participants in violation of this Agreement. To the maximum extent permitted by law, in no event shall Mailpass be liable to Tester for any special, indirect, incidental, consequential, punitive or exemplary damages or for loss of profits, revenues, contracts, loss of use, loss of data, business interruption, or cost of replacement goods related to or in connection with this Agreement, even if advised of the possibility of such damages.
